EXHIBIT 5(w)
FORM OF
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INVESTMENT ADVISORY AGREEMENT
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INVESTMENT ADVISORY AGREEMENT, dated as of this _____ day of
__________________, 1997 by and between MFS/SUN LIFE SERIES TRUST, a
Massachusetts business trust (the "Trust") on behalf of MFS RESEARCH GROWTH AND
INCOME SERIES, a series of the Trust (the "Fund"), and Massachusetts Financial
Services Company, a Delaware corporation (the "Adviser").
WITNESSETH:
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WHEREAS, the Trust is engaged in business as an open-end investment
company registered under the Investment Company Act of 1940; and
WHEREAS, the Adviser is willing to provide business management services
to the Fund on the terms and conditions hereinafter set forth;
NOW, THEREFORE, in consideration of the mutual covenants and agreements
of the parties hereto as herein set forth, the parties covenant and agree as
follows:
Article 1: Duties of the Adviser. The Adviser shall provide the Fund
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with such investment advice and supervision as the latter may from time to time
consider necessary for the proper management of its funds. The Adviser shall
act as Adviser to the Fund and as such shall furnish continuously an investment
program and shall determine from time to time what securities shall be
purchased, sold or exchanged and what portion of the assets of the Fund shall be
held uninvested, subject always to the restrictions of the Trust's Declaration
of Trust, dated May 9, 1983, and By-Laws, as amended from time to time
(respectively, the "Declaration" and the "By-Laws"), and to the provisions of
the Investment Company Act of 1940. The Adviser shall also make recommendations
as to the manner in which voting rights, rights to consent to corporate action
and any other rights pertaining to the Fund's portfolio securities shall be
exercised. Should the Trustees at any time, however, make any definite
determination as to investment policy and notify the Adviser thereof in writing,
the Adviser shall be bound by such determination for the period, if any,
specified in such notice or until similarly notified that such determination has
been revoked. The Adviser shall take, on behalf of the Fund, all actions which
it deems necessary to implement the investment policies determined as provided
above, and in particular to place all orders for the purchase or sale of
portfolio securities for the Fund's account with brokers or dealers selected by
it, and to that end the Adviser is authorized as the agent of the Fund to give
instructions to the Custodian of the Fund as to deliveries of securities and
payments of cash for the account of the Fund. In connection with the selection
of such brokers or dealers and the placing of such orders, the Adviser is
directed to seek for
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the Fund execution at the most favorable price by responsible brokerage firms at
reasonably competitive commission rates. In fulfilling this requirement the
Adviser shall not be deemed to have acted unlawfully or to have breached any
duty, created by this Agreement or otherwise, solely by reason of its having
caused the Fund to pay a broker or dealer an amount of commission for effecting
a securities transaction in excess of the amount of commission another broker or
dealer would have charged for effecting that transaction, if the Adviser
determined in good faith that such amount of commission was reasonable in
relation to the value of the brokerage and research services provided by such
broker or dealer, viewed in terms of either that particular transaction or the
Adviser's overall responsibilities with respect to the Fund and to other clients
of the Adviser as to which the Adviser exercises investment discretion.
Article 2: Allocation of Charges and Expenses. The Adviser shall
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furnish at its own expense investment advisory and administrative services,
office space, equipment and clerical personnel necessary for servicing the
investments of the Fund and maintaining its organization, and investment
advisory facilities and executive and supervisory personnel for managing the
investments and effecting the portfolio transactions of the Fund. The Adviser
shall arrange, if desired by the Trust, for Directors, officers and employees of
the Adviser to serve as Trustees, officers or agents of the Trust if duly
elected or appointed to such positions and subject to their individual consent
and to any limitations imposed by law. It is understood that the Fund will pay
all of its own expenses including, without limitation, compensation of Trustees
not affiliated with the Adviser, governmental fees, interest charges, taxes,
membership dues in the Investment Company Institute allocable to the Fund, fees
and expenses of independent auditors, of legal counsel and of any transfer
agent, registrar or dividend disbursing agent of the Fund, expenses of
repurchasing and redeeming shares, expenses of preparing, printing and mailing
stock certificates, prospectuses, shareholder reports, notices, proxy statements
and reports to governmental officers and commissions, brokerage and other
expenses connected with the execution of portfolio security transactions,
insurance premiums, fees and expenses of the custodian for all services to the
Fund, including safekeeping of funds and securities, keeping of books and
accounts and calculation of the net asset value of shares of the Fund, expenses
of shareholder meetings, and expenses relating to the issuance, registration and
qualification of shares of the Fund.
Article 3: Compensation of the Adviser. For the services to be rendered
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and the facilities to be furnished as provided in Articles 1 and 2 above, the
Fund shall pay to the Adviser an investment advisory fee computed and paid
monthly. Such computation shall commence on the effective date of this
Agreement and shall be calculated as follows: [
]. If the Adviser shall serve for less than the whole of any period specified
in this Section 3, the compensation to the Adviser shall be prorated.
Article 4: Covenants of the Adviser. The Adviser agrees that it will
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not deal with itself, or with the Trustees of the Trust as principals in making
purchases or sales
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of securities or other property for the account of the Fund, will not take a
long or short position in the shares of the Fund except as provided by the
Declaration, and will comply with all other provisions of the Declaration and
By-Laws relative to the Adviser and its Directors and officers.
Article 5: Limitation of Liability of the Adviser. The Adviser shall
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not be liable for any error of judgment or mistake of law or for any loss
arising out of any investment or for any act or omission in the execution and
management of the Fund, except for willful misfeasance, bad faith or gross
negligence in the performance of its duties, or by reason of reckless disregard
of its obligations and duties hereunder. As used in this Article 5, the term
"Adviser" shall include Directors, officers and employees of the Adviser as well
as the corporation itself.
Article 6: Activities of the Adviser. The services of the Adviser to
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the Fund are not to be deemed to be exclusive, the Adviser being free to render
services to others. The Adviser may permit other Fund clients to use the
letters "MFS" in their names. The Fund agrees that if the Adviser shall for any
reason no longer serve as the Adviser to the Fund, the Fund will change its name
so as to delete the letters "MFS". It is understood that Trustees, officers,
and shareholders of the Trust are or may be or become interested in the Adviser,
as Directors, officers, employees, or otherwise and that Directors, officers and
employees of the Adviser are or may become similarly interested in the Fund and
that the Adviser may be or become interested in the Fund as a shareholder or
otherwise.
Article 7: Duration, Termination and Amendments of this Agreement. This
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Agreement shall become effective on the date of its execution and shall govern
the relations between the parties hereto thereafter, and shall remain in force
until ________ __, 199_ on which date it will terminate unless its continuance
after ________ __, 199_ is specifically approved at least annually (i) by the
vote of a majority of the Trustees of the Trust who are not interested persons
of the Trust or of the Adviser at a meeting specifically called for the purpose
of voting on such approval, and (ii) by the Trustees of the Trust, or by vote of
a majority of the outstanding voting securities of the Fund. The aforesaid
requirement that continuance of this Agreement be "specifically approved at
least annually" shall be construed in a manner consistent with the Investment
Company Act of 1940 and the Rules and Regulations thereunder.
This Agreement may be terminated at any time without the payment of any
penalty by the Trustees or by vote of a majority of the outstanding voting
securities of the Fund, or by the Adviser, on not more than sixty days' nor less
that thirty days' written notice to the other party. This Agreement shall
automatically terminate in the event of its assignment.
This Agreement may be amended only if such amendment is approved by vote
of a majority of the outstanding voting securities of the Fund.
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The terms "vote of a majority of the outstanding voting securities",
"assignment", "affiliated person", and "interested persons", when used in this
Agreement, shall have the respective meanings specified in the Investment
Company Act of 1940 and the Rules and Regulations thereunder, subject, however,
to such exemptions as my be granted by the Securities and Exchange Commission
under said Act.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
and delivered in their names and on their behalf by the undersigned, thereunto
duly authorized, and their respective seals to be hereto affixed, all as of the
day and year first written above. The undersigned Trustee of the Trust has
executed this Agreement not individually, but as Trustee under the Declaration
and the obligations of this Agreement are not binding upon any of the Trustees
or shareholders of the Trust, individually, but bind only the trust estate
applicable to the Fund.
MFS/SUN LIFE SERIES TRUST
on behalf of RESEARCH
GROWTH AND INCOME SERIES
By:
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▇▇▇▇ ▇. ▇▇▇▇▇▇
Chairman and Trustee
MASSACHUSETTS FINANCIAL
SERVICES COMPANY
By:
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A. ▇▇▇▇▇ ▇▇▇▇▇▇▇
Chairman
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